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Title: |
Letter of Transmittal |
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Entities: |
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Date: |
2005 |
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Size: |
41KB total |
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Price: |
$42 |
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ID: |
#1393049 |
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LETTER OF TRANSMITTAL
for
$1,000,000,000
6 3/8% Senior Subordinated Notes Due 2015
of
L-3 COMMUNICATIONS CORPORATION
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 2005 (THE EXPIRATION DATE)
UNLESS EXTENDED BY
L-3 COMMUNICATIONS CORPORATION
The Exchange Agent Is:
THE BANK OF NEW YORK
| By Mail: The Bank of New York Reorganization Unit 101 Barclay Street-7 East New York, NY 10286 Attention: |
By Facsimile: The Bank of New York Attention: |
By Hand or Overight Delivery: The Bank of New York Reorganization Unit 101 Barclay Street Lobby Level-Corp. Trust Window New York, NY 10286 Attention: | ||||||||
| Confirm Receipt of Facsimile by telephone |
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated , 2005 (the Prospectus) of L-3 Communications Corporation (the Company), and this Letter of Transmittal (the Letter of Transmittal), which together describe the Companys offer (the Exchange Offer) to exchange its 6 3/8% Series B Senior Subordinated Notes due 2015, which have been registered under the Securities Act of 1933, as amended (the Securities Act) (the Exchange Notes), for each of its 6 3/8% Senior Subordinated Notes due 2015 (the Outstanding Notes and, together with the Exchange Notes, the Notes) from the holders thereof.
The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.
PLEASE READ THE ENTIRE
LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.
List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.
| DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH | |||||||||||||||||||||||||||||
| Name(s) and Address(es) of Registered Holder(s) (Please fill in) |
Certificate Number(s)* |
Aggregate Principal Amount Represented by Outstanding Notes* |
Principal Amount Tendered** | ||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||
| * | Need not be completed by book-entry holders. |
| ** | Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See Instruction 2. |
Holders of Outstanding Notes whose Outstanding Notes are not immediately available or who cannot deliver all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus.
Unless the context otherwise requires, the term holder for purposes of this Letter of Transmittal means any person in whose name Outstanding Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by The Depository Trust Company (DTC).
| ? | CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING: |
| Name of Registered Holder(s): ______________________________________________________ |
| Name of Eligible Institution that Guaranteed Delivery: ____________________________________ |
| Date of Execution of Notice of Guaranteed Delivery: ______________________________________ |
| If Delivered by Book-Entry Transfer: __________________________________________________ |
| Name of Tendering Institution: ______________________________________________________ |
| Account Number: ________________________________________________________________ |
| Transaction Code Number: __________________________________________________________ |
| ? | CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO A PERSON OTHER THAN THE PERSON SIGNING THIS LETTER OF TRANSMITTAL: |
| Name: ____________________________________________________________________ |
| Address: ____________________________________________________________________ |
2
| ? | CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO AN ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL: |
| Name: ____________________________________________________________________ |
| Address: ____________________________________________________________________ |
| ? | CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO: |
| Name: ____________________________________________________________________ |
| Address: ____________________________________________________________________ |
If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an affiliate of the Company or who has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Outstanding Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.
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